[LOGO]
THE CHERRY CORPORATION
0000 XXXXXX XXXXXX
WAUKEGAN, ILLINOIS 60087
000-000-0000
June 15, 2000
Dear Stockholder:
The Cherry Corporation (the "Company") and CABO Acquisition Corp.
("Purchaser"), a Delaware corporation, entered into an Agreement and Plan of
Merger, dated as of June 5, 2000 (the "Merger Agreement"), providing for the
acquisition of any and all of the common stock, par value $1.00 per share (the
"Shares"), of the Company at $26.40 cash per Share.
The Purchaser has today commenced a cash tender offer for any and all of the
issued and outstanding Shares (other than those owned by Purchaser and Xxxxx X.
Xxxxxx and certain affiliates of Xxxxx X. Xxxxxx (the "Cherry Family Members"))
at a price of $26.40 per Share, net to the seller in cash, without interest
thereon (the "Offer Price"). If the tender offer is consummated and certain
other conditions are met, the Merger Agreement provides that, following the
tender offer, Purchaser will merge with and into the Company and any remaining
Shares (other than Shares owned by Purchaser or the Cherry Family Members or
held by the Company and Shares held by stockholders who perfect appraisal rights
under the Delaware General Corporation Law) will be converted into the right to
receive an amount per Share equal to the Offer Price.
At a meeting on June 4, 2000, your Board of Directors (the "Board") by
unanimous vote of all directors present, based on, among other things, the
unanimous recommendation of a special committee comprised of independent
directors (the "Special Committee"), (i) determined that the merger is advisable
and that the terms of the offer and the merger, the Merger Agreement and the
consummation of the transactions contemplated thereby are fair to, and in the
best interests of, the Company and its stockholders (other than Purchaser and
the Cherry Family Members), (ii) approved the offer and the merger and approved
the Merger Agreement, and (iii) recommended that the stockholders of the Company
accept the offer and, if required by law, approve the merger and approve and
adopt the Merger Agreement.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and Schedule 14D-9,
including, among other things, the opinion of Xxxxxxxxxxx Xxxxxxx & Co., Inc.,
the Special Committee's financial advisor, that as of June 4, 2000, and based on
and subject to the assumptions and limitations contained in their opinion, the
price of $26.40 per Share to be received in the offer and the merger by the
holders of Shares (other than Purchaser and its affiliates) was fair, from a
financial point of view, to the holders of Shares (other than Purchaser and its
affiliates).
Enclosed for your consideration are copies of the tender offer materials and
the Company's Schedule 14D-9, which are being filed today with the Securities
and Exchange Commission. These documents should be read carefully.
Sincerely,
Xxxxxx X. XxXxxxxxx
Xxxxxx X. XxXxxxxxx
Chairman, Special Committee of the
Board of Directors
